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PHOENIX PIB Dutch Finance BV EUR 400000000 PHOENIX PIB Dutch Finance B.V. (a private company with limited liability incorporated under the laws of The Netherlands) EUR 400,000,000 2.375 % Notes due 5 August 2025 unconditionally and irrevocably guaranteed by PHOENIX PHARMAHANDEL GMBH & CO KG (a limited partnership organised under the laws of the Federal Republic of Germany, having its corporate seat in Mannheim, Germany) and PHOENIX International Beteiligungs GmbH (a limited liability Company incorporated under the laws of the Federal Republic of Germany, having its corporate seat in Mannheim, Germany) Issue Price: 99.419 % PHOENIX PIB Dutch Finance B.V. (the "Issuer") will issue on or about 5 August 2020 (the "Issue Date") EUR 400,000,000 2.375 % Notes due 5 August 2025 (the "Notes"). The Notes will be redeemed at par on 5 August 2025. The Notes will bear interest from and including 5 August 2020 to, but excluding, 5 August 2025 at a rate of 2.375 % per annum, payable annually in arrear on 5 August in each year, commencing on 5 August 2021. The obligations under the Notes will constitute unsubordinated and, except for the guarantees described below, unsecured obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsubordinated and unsecured obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. The Notes will have the benefit of an unconditional and irrevocable guarantee (the "Parent Guarantee") from PHOENIX Pharmahandel GmbH & Co KG ("PHOENIX KG" or the "Parent Guarantor") and an unconditional and irrevocable guarantee (the "Subsidiary Guarantee" and, together with the Parent Guarantee, the "Notes Guarantees") from PHOENIX International Beteiligungs GmbH (the "Subsidiary Guarantor" and, together with the Parent Guarantor, the "Guarantors"). The Guarantors have also issued guarantees to secure other indebtedness of the PHOENIX Group. Standard & Poor's Global Ratings ("S&P") has assigned a rating of BB+, outlook negative, to PHOENIX KG and a preliminary rating of BB+ to the Notes. A credit or security rating is not a recommendation to buy, sell or hold securities. S&P is established in the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. For a discussion of certain significant factors affecting investment in the Notes, see "Risk Factors" on pages 1 through 20. This prospectus (the "Prospectus") does not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Neither the Luxembourg Financial Supervisory Authority, the Commission de Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus Regulation) has approved this Prospectus or reviewed information contained in this Prospectus. This Prospectus constitutes a prospectus for the purpose of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities, as amended. Application has been made for admission of the Notes to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated market. The Notes and the Notes Guarantees will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes are issued in bearer form with a denomination of EUR 100,000 each. The Notes have been assigned the following securities codes: ISIN XS2212959352, Common Code 221295935, WKN A280VZ. Joint Bookrunners UniCredit Bank Commerzbank Crédit Agricole CIB ING Austria The date of this Prospectus is 3 August 2020. RESPONSIBILITY STATEMENT Each of the Issuer and the Guarantors accepts in respect of itself only responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Each of the Issuer and the Guarantors further confirms that (i) this Prospectus contains all information with respect to the Issuer and the Guarantors as well as PHOENIX KG and its subsidiaries and affiliates taken as a whole ("PHOENIX" or the "PHOENIX Group"), the Notes and the Notes Guarantees which is material in the context of the issue and offering of the Notes, including all information which, according to the particular nature of the Issuer and the Guarantors and of the Notes and the Notes Guarantees, is necessary to enable prospective investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantors and the PHOENIX Group and of the rights attached to the Notes and the Notes Guarantees; (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantors, the PHOENIX Group, the Notes and the Notes Guarantees are in every material respect true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantors, the PHOENIX Group, the Notes or the Notes Guarantees the omission of which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer and the Guarantors to ascertain such facts and to verify the accuracy of all such information and statements. NOTICE This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated herein by reference. No person is authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors or the Managers (as defined in "SUBSCRIPTION AND SALE OF THE NOTES"). Neither the delivery of this Prospectus nor any sale made hereunder nor any other document incorporated herein by reference shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantors or any of their affiliates since the date of this Prospectus, or that the information herein and in any other document incorporated herein by reference is correct at any time after such date. To the extent permitted, by the laws of any relevant jurisdiction, neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantors, are responsible for the information contained in this Prospectus or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. The Managers have not independently verified any such information and accept no responsibility for the accuracy thereof. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantors. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantors or the Managers to the public generally to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer, the Guarantors or the Managers to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus has been prepared by the Issuer solely for the purpose of offering the Notes described herein and the Prospectus may only be used for this purpose. Notwithstanding any investigation that the Joint Bookrunners may have made with respect to the information set forth herein, this Prospectus does not constitute, and shall not be construed as, any representation or warranty by the Joint Bookrunners as to the adequacy or accuracy of the information set forth herein. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it - ii - is unlawful to make such offer or solicitation. The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions are restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantors and the Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of the Notes and on the distribution of this Prospectus, see "SUBSCRIPTION AND SALE OF THE NOTES — Selling Restrictions". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. Subject to certain limited exceptions, the Notes may not be offered, sold or delivered within the United States of America ("U.S.") or to, or for the account of, U.S. persons. In this Prospectus all references to "€", "EUR" or "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
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